Common use of Rescission of Acceleration Clause in Contracts

Rescission of Acceleration. The provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on all or any outstanding Notes have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof with respect to such series of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paid; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that no such rescission and annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof.

Rescission of Acceleration. (a) The provisions of SECTION 6.3 10.02 are subject to the condition that if the principal Principal of and accrued interest on all or any outstanding the Bridge Notes have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.110.01, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding Required Lenders may, by written instrument filed with the CompanyBorrower, rescind and annul such declaration and the consequences thereof with respect to such series of the Notesthereof, provided that at the time such declaration is annulled and rescinded: (ai) no judgment or decree has been entered for the payment of any monies due pursuant to the Bridge Notes of such series or this Agreement; (bii) all arrears of interest and Principal upon all the Bridge Notes of such series and all other sums payable under the Bridge Notes of such series and under this Agreement (except any principal, principal and interest or premium on the Bridge Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3the rescinded or annulled declaration) shall have been duly paid, unless the same specifically has been waived in writing by the Required Lenders; and (ciii) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1waived; and provided further, PROVIDED FURTHER that no such rescission and annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the . (b) The provisions of SECTION 6.3 10.02 are subject to the condition that that, if the principal Principal of and accrued interest on any outstanding Note of any series the Bridge Notes have been declared by the holder thereof to be immediately due and payable SOLELY by reason of the occurrence of any an Event of Default described in paragraph (aSECTION 10.01(e)(iii), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration acceleration and the consequences thereofthereof shall be automatically rescinded and annulled if the holders of the Senior Indebtedness shall have also annulled and rescinded their acceleration of the Senior Indebtedness.

Rescission of Acceleration. The provisions Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration of SECTION 6.3 are subject the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the condition that if extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on all or any outstanding Notes have been declared immediately the Loans, in each case which is due and payable solely by reason virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding mayRevolving Lenders, by written instrument filed with the notice to Company, rescind and annul such declaration acceleration and the consequences thereof with respect to its consequences; but such series of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of action shall not affect any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paid; and (c) each and every other Default and subsequent Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that no such rescission and annulment shall extend to or affect any subsequent Default or Potential Event of Default or impair any right consequent thereto thereon (including the right of Administrative Agent to, upon the written request or affect with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any manner whatsoever time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any recission acceleration hereunder or annulment pertaining to preclude Administrative Agent or Revolving Lenders from exercising any other series of the Notes rights or impair remedies available to them under any right consequent thereto. Without limiting of the foregoingLoan Documents, even if the provisions conditions set forth in this paragraph are met; and (ii) an acceleration of SECTION 6.3 are subject the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the condition that if extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately Loans, in each case which is due and payable solely by reason virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the occurrence written request of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder mayRequisite Lenders, by written instrument filed with the notice to Company, rescind and annul such declaration acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the consequences thereofelection of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Rescission of Acceleration. The provisions of SECTION 6.3 Section 13.2 are subject -------------------------- subject, however, to the condition that if if, at any time after any Note shall have become due and payable pursuant to Section 13.2, (i) the Borrower shall pay all arrears of interest on the Notes and all payments on account of the principal of and, to the extent permitted by law, prepayment charge (if any) on the Notes which shall have become due otherwise than by acceleration (with interest on all such overdue principal and prepayment charge, if any, and, to the extent permitted by law, on overdue payments of interest, at the applicable rate per annum provided for in the Notes or this Agreement in respect of overdue amounts of principal, prepayment charge and interest), and (ii) the Borrower shall pay to the Noteholders all amounts that are then due and owing pursuant to this Agreement, and (iii) all Events of Default (other than nonpayment of principal of, prepayment charge (if any) and accrued interest on all or any outstanding Notes have been declared immediately the Notes, due and payable solely by reason virtue of acceleration) shall be remedied or waived by the occurrence of any Event of Default described in paragraphs Majority Holders, and (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof with respect to such series of the Notes, provided that at the time such declaration is annulled and rescinded: (aiv) no judgment or decree has been entered by any court for the payment of any monies amounts due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable owing under the Notes of such series and under or pursuant to this Agreement (except or the Subsidiary Guarantee, then, and in every such case, the Majority Holders, by written notice to the Borrower, may rescind and annul any principal, interest or premium on such acceleration and its consequences with respect to the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paidNotes; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that but no such rescission and annulment action shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofthereon.

Rescission of Acceleration. The provisions of SECTION 6.3 Section 13.2 are subject subject, however, to the condition that if if, at any time after any Note shall have become due and payable pursuant to Section 13.2, (i) the Borrower shall pay all arrears of interest on the Notes and all payments on account of the principal of and, to the extent permitted by law, prepayment charge (if any) on the Notes which shall have become due otherwise than by acceleration (with interest on all such overdue principal and prepayment charge, if any, and, to the extent permitted by law, on overdue payments of interest, at the applicable rate per annum provided for in the Notes or this Agreement in respect of overdue amounts of principal, prepayment charge and interest), and (ii) the Borrower shall pay to the Noteholders all amounts that are then due and owing pursuant to this Agreement, and (iii) all Events of Default (other than nonpayment of principal of, prepayment charge (if any) and accrued interest on all or any outstanding Notes have been declared immediately the Notes, due and payable solely by reason virtue of acceleration) shall be remedied or waived by the occurrence of any Event of Default described in paragraphs Majority Holders, and (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof with respect to such series of the Notes, provided that at the time such declaration is annulled and rescinded: (aiv) no judgment or decree has been entered by any court for the payment of any monies amounts due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable owing under the Notes of such series and under or pursuant to this Agreement (except or the Subsidiary Guarantee, then, and in every such case, the Majority Holders, by written notice to the Borrower, may rescind and annul any principal, interest or premium on such acceleration and its consequences with respect to the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paidNotes; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that but no such rescission and annulment action shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofthereon.

Rescission of Acceleration. The provisions At any time after any or all of SECTION 6.3 are subject to the condition that if Term Notes of any Series or of the principal of and accrued interest on all or any outstanding Revolving Notes (as the case may be) shall have been declared immediately due and payable by reason pursuant to paragraph 7A, the Required Holder(s) of the occurrence Term Notes of any Event of Default described in paragraphs (a) through (i), inclusive, such Series or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Revolving Notes of any series then outstanding (as the case may be) may, by written instrument filed with notice in writing to the Company, rescind and annul such declaration and its consequences if (i) the consequences thereof Company shall have paid all overdue interest and non-usage fees, if any, on the Term Notes of such Series or of the Revolving Notes (as the case may be), the principal of and Yield-Maintenance Amount, if any, payable with respect to any Term Notes of such series Series or of the NotesRevolving Notes (as the case may be) which have become due otherwise than by reason of such declaration, provided that and interest on such overdue interest, non-usage fee and overdue principal and Yield-Maintenance Amount at the time rate specified in the Term Notes of such declaration is annulled Series or of the Revolving Notes (as the case may be), (ii) the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and rescinded: Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, (aiv) no judgment or decree has shall have been entered for the payment of any monies amounts due pursuant to the Term Notes of such series Series, the Revolving Notes or this Agreement; , and (bv) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) no action shall have been duly paid; and taken by the Collateral Agent to foreclose upon the Mortgaged Property (cas defined in the Mortgage) each and every or to exercise any other Default and Event of Default shall have been made good, cured or waived rights with respect to the Mortgaged Property pursuant to SECTION 7.1; and provided further, that no the Mortgage. No such rescission and or annulment shall extend to or affect any subsequent Event of Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofarising therefrom.

Rescission of Acceleration. The provisions of SECTION Section 6.3 are subject to the condition that if the principal of and accrued interest on all or any outstanding Notes have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION Section 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof with respect to such series of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION Section 6.3) shall have been duly paid; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION Section 7.1; and provided further, that no such rescission and annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION Section 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION Section 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof.

Rescission of Acceleration. The provisions of SECTION 6.3 Sections 10.1, 10.2 and 10.3 are subject to the condition that if the principal of and accrued interest on all or any outstanding Notes the Note have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs Section 10.1, other than subsections (af) through and (ig), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding Required Holders may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof with respect to such series of the Notesthereof, provided provided, however, that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such series Note or this Agreement; (b) all arrears of interest upon all the Notes of such series Note and all other sums payable under the Notes of such series Note and under this Agreement (except any principal, principal or interest or premium on the Notes of such series Note which has become due and payable solely by reason of such declaration under SECTION 6.3Section 10.2) shall have been duly paid, unless the same specifically has been waived in writing by the Required Holders; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; waived; (d) and provided provided, further, that no such rescission and annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoingAdditionally, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding the Note of any series have has been declared by the holder thereof to be immediately due and payable solely by reason of the occurrence of any an Event of Default described in paragraph (aSection 10.1(b)(i), (b) if all then outstanding Events of Default under the Senior Credit Agreement are cured or (c) are waived under the terms of SECTION 6.1the Senior Credit Agreement, such holder may, by written instrument filed with acceleration of the Company, rescind and annul such declaration Note shall be automatically rescinded and the consequences thereofNote shall be deemed automatically reinstated.

Rescission of Acceleration. The provisions of SECTION §6.3 are subject to the condition that if the principal of and accrued interest on all or any outstanding Notes have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (k) through (m) or (n), inclusive, of SECTION §6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series Series then outstanding may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof with respect to such series Series of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such series Series or this Agreement; (b) all arrears of interest upon all the Notes of such series Series and all other sums payable under the Notes of such series Series and under this Agreement (except any principal, interest or premium on the Notes of such series Series which has become due and payable solely by reason of such declaration under SECTION §6.3) shall have been duly paid; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION §7.1; and provided further, that no such rescission and annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION §6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series Series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), ) or (b) or (c) of SECTION §6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof.

Rescission of Acceleration. The provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on all or If, at any outstanding Notes have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written instrument filed with the Company, rescind and annul time after such declaration and the consequences thereof of acceleration with respect to such series the Notes has been made and before a judgment or decree for payment of the Notes, provided that at the time such declaration is annulled and rescindedmoney due has been obtained by any Lender: (a) no judgment or decree the Company has been entered for paid to each Lender: (i) All overdue interest on all such Lender's Notes, (ii) the principal of (and prepayment premium, if any, on) any such Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate applicable to such Notes, (iii) to the extent that payment of any monies due pursuant such interest is lawful, interest upon overdue interest at the rate applicable to such Notes, and (iv) all sums paid or advanced by such Lender hereunder and the Notes reasonable expenses, disbursements and advances of such series or this Agreement;Lender, its agents and counsel; and (b) all arrears All Events of interest upon all Default, other than the non-payment of principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in SECTION 8.5; THEN such series and all other sums payable under declaration of acceleration shall be rescinded if (x) Lenders holding not less than 67% of the outstanding principal balance of the Notes, by written notice to the Company, elect to rescind such declaration, or (y) (i) the sole Event of Default upon which the acceleration of the maturity of the Notes is based is an acceleration of the maturity of Senior Debt and (ii) all such series and under this Agreement (except any principal, interest or premium on the Notes accelerations of such series which has become due and payable solely by reason maturity of such declaration under SECTION 6.3) Senior Debt shall have been duly paid; and (c) each and every other Default and Event rescinded by the holders of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, such Senior Debt so that no Senior Debt is then due at any accelerated date of maturity and no Senior Debt outstanding at the time of the declaration of acceleration of the maturity thereof has been paid prior to its date of stipulated maturity as in effect at the time of such declaration. No such rescission and annulment shall extend to or affect any subsequent Default or Event of Default default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofthereon.

Rescission of Acceleration. The provisions At any time after any declaration of SECTION 6.3 are subject to -------------------------- acceleration of any of the condition that if the principal of and accrued interest on all or any outstanding Notes shall have been declared immediately due and payable made pursuant to paragraph 9A by reason any holder or holders of the occurrence Notes and before a judgment or decree for the payment of any Event of Default described in paragraphs (a) through (i), inclusive, money due has been obtained by such holder or paragraphs (m) or (n), of SECTION 6.1holders, the holder or holders of 55at least 50% or more in of the aggregate principal amount account of the outstanding Notes of any series then at the time outstanding may, by written instrument filed with notice to the CompanyCompany and the ESOP and to the other holders of the Notes, rescind and annul such declaration and the consequences thereof with respect to such series of the Notesits consequences, provided that at (i) the time such declaration is annulled principal of and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has -------- shall have become due and payable solely otherwise than by reason of such declaration under SECTION 6.3) of acceleration shall have been duly paid; and paid and (cii) each all Events of Default, other than the nonpayment of principal of and every other Default and Event interest on the Note which have become due solely by any such declaration of Default acceleration, shall have been made good, cured or expressly waived pursuant to SECTION 7.1by such holder or holders of not less than 50% of the aggregate principal amount of the Notes at the time outstanding; and provided further, however, that (x) no waiver -------- ------- ------- referred to in clause (ii) above in respect of any matter referred to in the proviso contained in the first sentence of paragraph 14C(a) shall be effective without the consent of each holder of Notes affected by such waiver and (y) no declaration pursuant to the parenthetical clause contained in clause (b) of the last paragraph of paragraph 9A may be rescinded or annulled except by the holder of Notes that made such declaration. No rescission and or annulment referred to above shall extend to or affect any subsequent Default or Event any right, power or remedy arising out of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofsubsequent Default.

Rescission of Acceleration. The provisions At any time after any or all of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on all or any outstanding Notes shall have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (ipursuant to paragraph 9A(c), inclusive, or paragraphs (mthe Required Holder(s) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written instrument filed with notice in writing to the Company, rescind and annul such declaration and its consequences if (i) the consequences thereof Company shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of such series of declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the Notes, provided that at (ii) the time Company shall not have paid any amounts which have become due solely by reason of such declaration is annulled declaration, (iii) all Events of Default and rescinded: Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 14C, and (aiv) no judgment or decree has shall have been entered for the payment of any monies amounts due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paid; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that no . No such rescission and or annulment shall extend to or affect any subsequent Event of Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series arising therefrom. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing solely as a result of the default in the payment, or impair the acceleration, of any right consequent thereto. Without limiting the foregoingDebt described in clause (iii) of paragraph 9A, the provisions declaration of SECTION 6.3 are subject to acceleration of the condition that Notes shall be automatically annulled if the principal holders of and accrued interest on any outstanding Note such Debt have waived the payment default, or, as applicable, rescinded the declaration of any series have been declared by the holder thereof to be immediately due and payable by reason acceleration, in respect of such Debt within thirty (30) days of the occurrence of any Event of Default described in paragraph (a)such payment default or such acceleration, (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofas applicable.

Rescission of Acceleration. The provisions of SECTION 6.3 Section 13.2 are subject subject, however, to the condition that if if, at any time after any Note shall have become due and payable pursuant to Section 13.2, (i) the Borrower shall pay all arrears of interest on the Notes and all payments on account of the principal of and, to the extent permitted by law, prepayment charge (if any) on the Notes which shall have become due otherwise than by acceleration (with interest on all such overdue principal and prepayment charge, if any, and, to the extent permitted by law, on overdue payments of interest, at the applicable rate per annum provided for in the Notes or this Agreement in respect of overdue amounts of principal, prepayment charge and interest), and (ii) the Borrower shall pay to the Noteholders all amounts that are then due and owing pursuant to this Agreement, and (iii) all Events of Default (other than nonpayment of principal of, prepayment charge (if any) and accrued interest on all or any outstanding Notes have been declared immediately the Notes, due and payable solely by reason virtue of acceleration) shall be remedied or waived by the occurrence of any Event of Default described in paragraphs Majority Holders, and (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereof with respect to such series of the Notes, provided that at the time such declaration is annulled and rescinded: (aiv) no judgment or decree has been entered by any court for the payment of any monies amounts due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable owing under the Notes of such series and under or pursuant to this Agreement (except or the Subsidiary Guarantees, then, and in every such case, the Majority Holders, by written notice to the Borrower, may rescind and annul any principal, interest or premium on such acceleration and its consequences with respect to the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paidNotes; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that but no such rescission and annulment action shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofthereon.

Rescission of Acceleration. The provisions At any time after any or all of SECTION 6.3 are subject to the condition that if the principal Shelf Notes of and accrued interest on all or any outstanding Notes Series shall have been declared immediately due and payable by reason pursuant to paragraph 7A, the Required Holder(s) of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Shelf Notes of any series then outstanding such Series may, by written instrument filed with notice in writing to the CompanyCo-Issuers, rescind and annul such declaration and its consequences if (i) the consequences thereof Co-Issuers shall have paid all overdue interest on the Shelf Notes of such Series, the principal of and Yield-Maintenance Amount or Breakage Cost Obligation, if any, or other prepayment compensation (as specified in any Confirmation of Acceptance relating to any Series of Floating Rate Shelf Notes), payable with respect to any Shelf Notes of such series Series which have become due otherwise than by reason of the such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount or Breakage Cost Obligation, if any, or other prepayment compensation (as specified in any Confirmation of Acceptance relating to any Series of Floating Rate Shelf Notes), provided that at the time rate specified in the Shelf Notes of such declaration is annulled Series, (ii) the Co-Issuers shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and rescinded: Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 13C, and (aiv) no judgment or decree has shall have been entered for the payment of any monies amounts due pursuant to the Shelf Notes of such series Series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paid; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that no . No such rescission and or annulment shall extend to or affect any subsequent Event of Default or Event of Default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofarising therefrom.

Rescission of Acceleration. The provisions At any time after any or all of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on all or any outstanding Notes shall have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1pursuant to paragraph 7A, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding Required Holder(s) may, by written instrument filed with notice in writing to the CompanyPartnership and the REIT, rescind and annul such declaration and its consequences if (i) the consequences thereof Partnership or the REIT shall have paid all overdue interest on the Notes, the principal of and the Prepayment Premium, if any, payable with respect to any Notes which have become due otherwise than by reason of such series of declaration, and interest on such overdue interest and overdue principal and the Prepayment Premium at the rate specified in the Notes, provided that at (ii) the time Partnership or the REIT shall not have paid any amounts which have become due solely by reason of such declaration is annulled declaration, (iii) all Defaults and rescinded: Events of Default other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (aiv) no judgment or decree has shall have been entered for the payment of any monies amounts due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paid; and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that no . No such rescission and or annulment shall extend to or affect any subsequent Default or Event of Default Default, or impair any right consequent thereto arising therefrom. 7C. Notice of Acceleration or affect in Rescission. Whenever any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been shall be declared by the holder thereof to be immediately due and payable by reason of the occurrence of pursuant to paragraph 7A or any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration shall be rescinded and annulled pursuant to paragraph 7B, the consequences thereofPartnership shall forthwith give written notice thereof to the holder of each Note at the time outstanding.

Rescission of Acceleration. The provisions At any time after a declaration of SECTION 6.3 are subject acceleration of maturity with respect to Securities of any series has been made as provided in Section 7.2, or after the condition that if the principal maturity of and accrued interest on all or Securities of any outstanding Notes series shall have been declared immediately accelerated and the same shall have become due and payable by reason as provided in Section 7.3, and before a judgment or decree for payment of the occurrence money due has been obtained by the Trustee for the Securities of any Event of Default described such series as hereinafter in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1this Article provided, the holders Holders of 55% or more a majority in aggregate principal amount of the outstanding Notes Outstanding Securities of any series then outstanding maysuch series, by written instrument filed with notice to the CompanyCompany and such Trustee, may rescind and annul such declaration and its consequences, and may rescind and annul the consequences thereof with respect to such series acceleration of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment maturity of any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes Securities of such series which has have become due and payable solely by reason as provided in Section 7.3 and its consequences, if (1) the Company has paid or deposited with the Trustee for the Securities of such declaration under SECTION 6.3series a sum sufficient to pay (A) shall all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of such series which have been duly paidbecome due otherwise than by such acceleration of maturity and interest thereon at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by such Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel; and (c2) each all Events of Acceleration and every other Default and Event Events of Default shall with respect to Securities of that series, other than the nonpayment of the principal of Securities of such series which have become due solely by such declaration of acceleration or as provided in Section 7.3, have been made good, cured or waived pursuant to SECTION 7.1; and as provided further, that no in Section 7.15. No such rescission and annulment shall extend to or affect any subsequent Default or Event of Default default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofthereon.

Rescission of Acceleration. The provisions At any time after a declaration of SECTION 6.3 are subject acceleration of maturity with respect to Securities of any series has been made as provided in Section 702, or after the condition that if the principal maturity of and accrued interest on all or Securities of any outstanding Notes series shall have been declared immediately accelerated and the same shall have become due and payable by reason as provided in Section 703, and before a judgment or decree for payment of the occurrence of any Event of Default described money due has been obtained by the Trustee as hereinafter in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1this Article provided, the holders Holders of 55% or more a majority in aggregate principal amount of the outstanding Notes Outstanding Securities of any series then outstanding maythat series, by written instrument filed with notice to the CompanyCompany and the Trustee, may rescind and annul such declaration and its consequences, and may rescind and annul the consequences thereof with respect to such series acceleration of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment maturity of Securities of any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has have become due and payable solely as provided in Section 703 and its consequences; if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series. (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by reason such acceleration of maturity and interest thereon at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such declaration under SECTION 6.3) shall have been duly paid; interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (cD) each all sums paid or advanced by the Trustee hereunder and every other Default the reasonable compensation, expenses, disbursements and Event advances of the Trustee, its agents and counsel; (2) all Events of Acceleration and Events of Default shall with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which have become due solely by such declaration or acceleration or as provided in Section 703, have been made good, cured or waived pursuant to SECTION 7.1; and as provided further, that no in Section 715. No such rescission and annulment shall extend to or affect any subsequent Default or Event of Default default or impair any right consequent thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of SECTION 6.3 are subject to the condition that if the principal of and accrued interest on any outstanding Note of any series have been declared by the holder thereof to be immediately due and payable by reason of the occurrence of any Event of Default described in paragraph (a), (b) or (c) of SECTION 6.1, such holder may, by written instrument filed with the Company, rescind and annul such declaration and the consequences thereofthereon.